Corporate Governance

The Board of African Eagle is accountable to the shareholders for the corporate governance of the Company. African Eagle operates with integrity and due regard for the interests of shareholders and other stakeholders and follows the principles of corporate governance as set out in the QCA Guidelines.

Board of Directors

The Board of Directors is responsible for the stewardship of the Company, through consultation with management of the Company, on behalf of the shareholders. The Board currently comprises six members: the Non Executive Chairman, one Executive Director and three Non-Executive Directors. The Directors have responsibility for the overall corporate governance of the Company and recognise the need for the highest standards of behaviour and accountability. The Directors' varied backgrounds and relevant industry experience give African Eagle a good combination of the knowledge and expertise necessary. None of the Non Executive Directors have held an executive position with the Company in the past.

The Board's functions are:

• To approve the Company's objectives and strategies;
• To oversee all aspects of the Company's financial policies and strategy;
• To review the Company's performance, controls and policies on a regular basis;
• To manage the Company's risk profile;
• To approve material business transactions and commitments; and
• To manage the interests of stakeholder groups.

The Directors' respective responsibilities are shown in the table below.

Director	Title	Year Appointed	Board Committees		Executive Committee
			Audit	Remuneration
Dr. Chris Pointon	Non-Executive Chairman	2012	X	X(Chair)
Julian McIntyre	Non-Executive Director	2011		X
Don Newport	Non-Executive Director	2012	X(Chair)	X
Amb. Paul Rupia	Non-Executive Director	2012	X
Trevor Moss	Chief Executive Officer	2011			X

 

The Board, together with the Executive, Audit and Remuneration Committees, deal with all the important aspects of the Company's affairs. In his capacity as Non-Executive Chairman, Dr Chris Pointon leads the Board and is responsible for ensuring that effective communication exists between the Executive and Non-Executive Directors. The Company Secretary is responsible for ensuring all Board procedures are followed and that formal agendas and board papers are sent to the Directors in a timely fashion prior to board meetings.

CEO Trevor Moss and Non-Executive Directors, Dr. Chris Pointon and Julian McIntyre have interests in the ordinary shares of the Company.

Board Committees

The following committees deal with the Group's affairs and provide experienced and objective advice to the Board.

Audit Committee

Its main responsibilities, which form part of the Audit Committee Terms of Reference, are as follows:

• To ensure the operation of good financial practices throughout the Company and the integrity of financial information;
• To ensure that appropriate controls are in place to protect the Company's assets;
• To conduct meetings with the Company's auditors as required, and to receive their Audit plan as well as Findings reports on Annual audits
• To review the Company's risk management policies;
• To review the interim and annual financial statements; and
• To review all aspects of the audit programme and the provision of non-audit services by the auditors, and to approve their fee proposals.

The Audit Committee consists of Don Newport (Chair), Dr. Chris Pointon and Ambassador Paul Rupia. All are deemed financially literate. If issues arise which are deemed outside the areas of expertise of the committee, independent expert advice will be sought.

The committee meets at least twice a year. The Chief Financial Officer and a representative of the external auditors are normally invited to the committee meetings. The external auditors have direct access to the members of the committee without the presence of the executive directors for independent discussions.

Remuneration Committee

Responsibilities:

• To make recommendations to the Board regarding the financial packages of the Executive Directors, including benefits, bonuses, options and share based incentives;
• To make recommendations to the Board in respect of the terms of the Executive Directors' service contracts and any proposed changes to those contracts; and
• To oversee the operation of the Company's share option scheme.

The Remuneration Committee is chaired by Dr Chris Pointon and the other members are Don Newport and Julian McIntyre - all Non-Executive Directors. The committee usually meets twice per year.

The financial packages for Executive Directors are established by reference to those prevailing in the market place for directors of similar status, skills and qualifications and should be competitive to attract, retain and motivate directors of the quality required to run the business successfully.

The Company has adopted a share dealing code for Directors and relevant employees in accordance with the AIM Rules, and will take proper steps to ensure compliance by the Directors and those employees.

Internal Controls

The Directors are responsible for establishing and maintaining the Company's internal controls and for reviewing their effectiveness. Financial, operational and compliance procedures are designed to safeguard the Company's assets and the integrity of the business. These are regularly reviewed by the Board. The internal control system is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. It can only provide reasonable and not absolute assurance against material misstatement or loss. The Chief Financial Officer visits the overseas operations to review the internal controls and to meet the local auditors to review areas of risk. The Directors are satisfied that the existing controls are adequate and effective for the size of the Company and its current stage of development.

Communication with Shareholders

The Board recognises that it is accountable to shareholders for the performance of the Company and attaches great importance to maintaining good relations with its shareholders. The Company is listed on the AIM market of the London Stock Exchange and on the Alternative Exchange of the Johannesburg Stock Exchange ("AltX"). Market sensitive information is released to all shareholders in a timely fashion and in accordance with stock exchange rules. The Company's website is the Company's primary means of communicating with shareholders and is updated regularly.